TERMS AND CONDITIONS OF USE

These TERMS AND CONDITIONS OF USE (this “Agreement”) concern your visits to, access of, and use of the Sage LifeSci, Inc.’s websites (together with its features and services, the “Site”) and, unless otherwise stated herein, the software and video game applications offered or made available by Sage LifeSci, Inc.  which reference this Policy (together with their features and services, the “App(s)”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE OR ANY OF THE APPS BECAUSE IT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ANY PERSON HELPING YOU VISIT, ACCESS, OR USE THE SITE AND/OR ANY OF THE APPS (COLLECTIVELY, “YOU” OR “YOUR”), ON THE ONE SIDE, AND SAGE LIFESCI, INC. (“SAGE LIFESCI”), ON THE OTHER SIDE. YOU AND SAGE LIFESCI ARE SOMETIMES REFERRED TO HEREIN EACH AS A “PARTY” AND TOGETHER AS THE “PARTIES.”

BY VISITING, ACCESSING, OR USING THE SITE AND/OR ANY OF THE APPS YOU AUTOMATICALLY ACCEPT AND AGREE TO THE MOST-RECENT VERSION OF THIS AGREEMENT, AS WELL AS THE MOST-RECENT VERSION OF THOSE ADDITIONAL TERMS, CONDITIONS, AND POLICIES REFERENCED HEREIN AND/OR MADE AVAILABLE HEREIN BY HYPERLINK, AND YOUR CONTINUING VISIT, ACCESS, OR USE OF THE SITE REAFFIRMS YOUR ACCEPTANCE AND AGREEMENT IN EACH INSTANCE.

SAGE LIFESCI MAY SUPPLEMENT, AMEND, OR OTHERWISE MODIFY THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU. SUCH SUPPLEMENTS, AMENDMENTS, AND OTHER MODIFICATIONS WILL BE POSTED ON THIS OR A SIMILAR PAGE OF THE SITE AND THE APPS, AND SHALL BE DEEMED EFFECTIVE AS OF THEIR STATED EFFECTIVE DATE. IT IS YOUR RESPONSIBILITY TO CAREFULLY REVIEW THIS AGREEMENT EACH TIME YOU VISIT, ACCESS, OR USE THE SITE OR ANY OF THE APPS.

ARBITRATION NOTICE: This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

1. ELIGIBILITY.

The Site and the Apps are offered to users eighteen (18) years of age or older. By visiting, accessing or using the Site or any of the Apps, you represent and warrant to Sage LifeSci that you meet this eligibility requirement. If you are the parent or legal guardian of a child under the age of 13 (the “Parent”), you are agreeing to these Terms on behalf of yourself and your child(ren) who are authorized to use the Services pursuant to these Terms and in our Privacy Policy. If you don’t agree to these Terms and our Privacy Policy, do not use the Services.

 

2. PRIVACY.

Sage LifeSci respects your privacy and the use and protection of your personal information. Sage LifeSci’s policies concerning the collection and use of your personal information in connection with the Site and Apps are set forth in the Site’s and Apps’ Privacy Policy, which you should carefully review each time you visit, access, or use the Site or any of the Apps.

2.1 Sage LifeSci collect, process, use and share your personal information in accordance with our Privacy Policy and as set out in these terms. By downloading and/or accessing our Games or using our Services, you give your consent to us collecting, processing, using and sharing your personal data in this way. If you do not agree to our Privacy Policy you should not download or access our Games or otherwise access and/or use our Services.

 

2.2 Any personal information that we may collect may also be subject to the policy of any social network that you may agree to link our Services to. If you access our Games and you allow them to interact with a social network you are giving us permission to use your email address and any other personal information which that social network shares with us that will allow us to personally identify you. You are also granting us permission to help your contacts on that network find you so that you can play socially. This is intended to make our Games more enjoyable for you and others that play our Games on that social network. If you do not agree to these practices you should not allow our Games to interact with your social network.

 

2.3 We may use cookies or similar technologies (such as HTML5 Local Storage) to store certain types of information each time you use our Services. They may for example be used to help us recognize your computer and to ensure that your account is accessed by the person that inputs the correct username and password for that account. You can find out more about how we use cookies and other similar technologies by reading our Privacy Policy.

 

3. MOBILE APPLICATIONS AND CARRIER CHARGES.

Certain portions of the Site or an App may be configured for, and Sage LifeSci may offer the Site or an App through, mobile devices, mobile websites, and/or mobile applications (collectively, “Mobile Media”). This Agreement shall apply with equal force and measure to your access and use of the Site and any of the Apps through Mobile Media. If you visit, access, or use the Site or any Apps through Mobile Media, then you hereby acknowledge and agree that information about your use of the Site or such Apps through a mobile device and/or a mobile device carrier (such as, by way of example only, the identity of the mobile device, and/or the mobile device carrier) may be communicated to Sage LifeSci; and that you accept full responsibility for all mobile device and carrier fees, rates, and charges that may apply, if any. Additionally, an internet connection will be required to access the Site and App. You are responsible for all charges associated with the required internet connection to access, and or use the Site or any portion of the Apps.

 

The data fees, rates, and charges of your mobile device carrier may apply to your visit, access, and/or use of the Site or any of the Apps. Sage LifeSci is not responsible for, and you further accept full responsibility for, all mobile device and carrier fees, rates, and charges that may apply, if any.

 

4. OWNERSHIP.

The Site, the Apps, and all elements and derivatives thereof (including, without limitation, all information, content, characters, stories, graphics, source codes, object codes, instructions, documentation, and expressions), as well as all copyrights, trademarks, and other intellectual properties of the foregoing, are owned, licensed, or permissibly used by Sage LifeSci. In no event shall you have or retain any rights, titles, or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. You are prohibited from making any use of such trademarks (including, without limitation, use as meta tags on other websites, and use in any manner likely to cause confusion, disparagement, or dilution of those trademarks). You are also prohibited from cloning or otherwise creating unauthorized derivate works of any such works of authorship. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of Sage LifeSci’s or its licensors’ respective rights and remedies under applicable law.

 

5. GRANT OF RIGHTS.

 

5.1. Limited License – The Site. Subject to the terms and conditions of this Agreement, Sage LifeSci grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access the home page and other non-subscription or non-member pages of the Site, and to view the information and content found thereon. Your unauthorized use of the Site or the Apps, or any breach of this Agreement, automatically terminates this license. To secure the right to visit, access, and use the registration- or member-only sections, features, and services of the Site, you must register with the Site; and further acknowledge your acceptance of and agreement to this Agreement, as well as those additional terms, conditions, and policies referenced herein.

 

5.2. Limited License – The Apps. Subject to the terms and conditions of this Agreement, and any associated payment and registration obligations as imposed by or with the prior consent of Sage LifeSci, Sage LifeSci grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to download, access, and use any of the Apps on your computer or mobile device for the purpose of using such Apps as Sage LifeSci intends for end users of such Apps (e.g., if an App is a video game, then Sage LifeSci’s intended use of the App by end users is merely to play the game as it is designed). You may not rent, lease, lend, sell, transfer, redistribute, or sublicense any of the Apps; and if you sell or otherwise transfer to a third party a device on which an App is installed, you must remove the App from such device before doing so. Your unauthorized use of the Site or the Apps, or any breach of this Agreement, automatically terminates this license. To secure the right to visit, access, and use the registration- or member-only sections, features, and services of the Apps, or to make purchases in or through an App, you must register with the Site; and further acknowledge your acceptance of and agreement to this Agreement, as well as those additional terms, conditions, and policies referenced herein.

 

5.3. Limited License – User Materials. All information, communications, and content that you submit to or publish on or through the Site or any of the Apps (including, without limitation, all text, photographs, videos, music, and statements) is hereinafter defined as the “User Materials.” By submitting User Materials to or publishing User Materials on or through the Site or any of the Apps, you hereby grant Sage LifeSci an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual, and universe-wide license for Sage LifeSci to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit such User Materials, in whole or in part, in any manner, medium, or form, whether now known or hereinafter devised, as Sage LifeSci sees fit in its sole discretion.

 

5.4. Reservation of Rights. Nothing in this Agreement shall restrict or limit any of Sage LifeSci’s rights, titles, or interests in or to the Site, any of the Apps, or any elements or derivatives of the foregoing.

 

5.5. Warnings; Disclaimers. PLEASE NOTE THAT IF YOU SUBMIT YOUR NAME, USER MATERIALS, OR ANY OTHER INFORMATION OR ANY COMMUNICATIONS OR CONTENT THROUGH THE SITE OR ANY OF THE APPS, THEN IT MIGHT BECOME THE SUBJECT OF PUBLIC DISCLOSURE. THUS, SAGE LIFESCI IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT THAT YOU VOLUNTARILY SUBMIT THROUGH THE SITE OR ANY OF THE APPS.

6. PROHIBITED ACTIVITIES.

You shall not engage in any of the following activities at any time with respect to the Site or the Apps:

(1) the impersonation of any person or entity;

(2) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Sage LifeSci or its licensors with respect to the Site or the Apps);

 (3) the reproduction of the Site, the Apps, or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by Sage LifeSci herein);

(4) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, defamatory, disparaging, discriminatory, deceptive, harassing, misleading, untruthful, fraudulent, or abusive);

 (5) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent;

(6) the publication of any machine, computer, or randomly generated content;

(7) any act that constitutes a commercial activity;

(8) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications;

(9) the systematic retrieval or copying of any information or content found on or through the Site, the Apps, or their servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (j) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with, or impermissibly access, in whole or in part, the Site, the Apps, their servers, or any data or content found thereon or therein;

(10) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying, or the like in relation to the Site, the Apps, or their servers;

(11) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site, the Apps, or their servers;

(12) gain or attempt to gain unauthorized access to computer systems, networks, information, or materials through the Site, the Apps, or their servers;

(13) any content or activity that facilitates, promotes, or encourages discrimination, bullying, harassment, or violence based on race, ethnicity, gender identity, sexual orientation, age, disability, religion, or nationality is prohibited;

(14) any activity or content that is bullying, harassing, threatening, or violence against others. Harassment, defamation, intimidation, raiding with malicious intent, or stalking of other persons or users, including Sage LifeSci staff, is strictly prohibited.

(15) Any activity or content that may endanger your life or lead to your physical harm is prohibited. This includes, but is not limited to: suicide threats, self-harm, intentional physical trauma, use of illegal drugs, anti-social behavior, any anti-social content that could lead to the discomfort of others, and drinking excessively;

(16) Any content or activity involving pornography, sexual intercourse, or adult services is prohibited. Conduct involving exploitation of minors will be reported to authorities via the National Center for Missing & Exploited Children;

(18) Any content or activity involving bore gore, violence, and nudity is prohibited;

(17) any act that benefits or collaborates with anti-social groups, hate groups, or offensive groups;

(18) any act that violates the law, court verdicts, legislative or administrative decisions that are legally binding; and/or

(19) any other act that Sage LifeSci becomes aware of and believes in good faith is improper, inappropriate, illegal, or harmful to the Site, the Apps, their servers, any person or entity, or the property of any person or entity.

7. Third Party Services

SAGE LIFESCI may permit certain third party applications (like leaderboards, game networks, AND GAMESPARKS) to provide content through the App (“Third Party Services”). The App may be used to send content provided by the Third Party Service between users who have the Third Party Service installed on their device. When you do so, sage lifesci will share information with the Third Party Service as described in the SAGE LIFESCI Privacy Policy. SAGE LIFESCI is not responsible for and does not control Third Party Services. Sage lifesci provides these Third Party Services only as a convenience to you. sage lifesci has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to Third Party Services. You use all Third Party Services at your own risk. When you access a Third Party Service, the applicable third party’s terms and policies apply, including the third party’s privacy policies. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with any Third Party Services.

 

8. LINKS TO OTHER SITES, NETWORKS, PLATFORMS, SERVERS, AND APPS.

The Site and/or the Apps may contain links to third-party websites, networks, platforms, servers, and/or applications (“Linked Technologies”). The Linked Technologies are not under the control of Sage LifeSci. The Site and the Apps contain these links only as a convenience to you. SAGE LIFESCI IS NOT RESPONSIBLE FOR ANY INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES, OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM THE LINKED TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, MALICIOUS SOFTWARE, SPYWARE PROGRAMS, INACCURATE INFORMATION, AND ILLEGAL CONTENT). SAGE LIFESCI DOES NOT MAKE, NOR HAS SAGE LIFESCI MADE, ANY REPRESENTATIONS OR WARRANTIES (EXPRESS, IMPLIED, OR OTHERWISE) CONCERNING THE TERMS OF USE, PRIVACY POLICIES, AGREEMENTS, INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES, OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM THE LINKED TECHNOLOGIES; NOR SHALL THE FACT THAT THE SITE OR ANY OF THE APPS LINKS TO ANY LINKED TECHNOLOGIES CONSTITUTE AN AFFILIATION WITH, ASSOCIATION WITH, OR ENDORSEMENT OF SUCH LINKED TECHNOLOGIES ANY INFORMATION, CONTENT, GOODS, SERVICES, PROMOTIONS, ADVERTISEMENTS, PROGRAMS, CODES, OR OTHER ITEMS WHICH MAY BE FOUND ON OR EXCLUDED FROM SUCH LINKED TECHNOLOGIES. IF YOU DECIDE TO ACCESS ANY LINKED TECHNOLOGIES, THEN YOU DO SO AT YOUR OWN RISK.

 

9. TERM; TERMINATION; SURVIVAL.

This Agreement shall be and remain in effect in perpetuity, unless earlier terminated by Sage LifeSci. Sage LifeSci may terminate your use of the Site and any of the Apps at any time, for any or no reason, and without notice to you (including, without limitation, if Sage LifeSci believes that you have violated or acted inconsistently with this Agreement). Upon the termination of this Agreement, all rights granted to you hereunder shall automatically revert back to Sage LifeSci, and all representations, warranties, covenants, certifications, indemnifications, and promises made by you under this Agreement shall survive in perpetuity.

 

10. SUSPENSION OR DISCONTINUATION.

Sage LifeSci shall have and does reserve the right, in its sole discretion, to deny, restrict, suspend, or discontinue at any time any or all access, use, or existence of the Site and any of the Apps, in whole or in part, as Sage LifeSci deems advisable and without notice to you. SAGE LIFESCI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH DISCONTINUATION (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).

 

11. PAYMENT.

Any payment that you make on or through the Site or any of the Apps are subject to the following terms and conditions, as well as those terms and conditions, if any, of the sales, service, membership, or subscription contract associated with said payment:

 

11.1. Payment Authorization. Your payment transactions are processed by a third-party vendor. For additional information on the applicable policies and agreements of said third-party vendor, please visit the vendor’s website or contact the vendor. IF YOU PROVIDE SAGE LIFESCI WITH YOUR PAYMENT INFORMATION, THEN YOU AUTHORIZE AND INSTRUCT SAGE LIFESCI TO BILL YOUR ACCOUNT FOR THE AMOUNT PAYABLE AS NECESSARY; AND TO OBTAIN UPDATED INFORMATION FROM YOUR PAYMENT ISSUER AS NECESSARY, ALTHOUGH SAGE LIFESCI HAS NO OBLIGATION TO DO SO.

 

11.2. Currency. Unless otherwise stated, all payment amounts are quoted in United States dollars.

 

11.3. Refusal of Products and Services. Sage LifeSci has the right to refuse its products and services (including, without limitation, the Site, the Apps, and any virtual goods sold on or through the Site or Apps) if it suspects that you are in any way involved in fraudulent or illegal activity, including, but not limited to, the use of stolen credit cards. Sage LifeSci may contact your payment method issuer, law enforcement, or others and share information relating to your payments if Sage LifeSci believes doing so will prevent a violation of the law or financial loss.

 

11.4. Payment Obligations. YOU AGREE THAT YOU ARE RESPONSIBLE FOR ALL AMOUNTS THAT ACCRUE UNDER YOUR ACCOUNT(S) WITH SAGE LIFESCI AND ANY OTHER PERSON OR ENTITY ON OR THROUGH THE SITE AND ANY OF THE APPS. YOU ALSO AGREE TO BE RESPONSIBLE FOR ALL PAYMENTS, FINES, PENALTIES, AND OTHER LIABILITIES INCURRED BY SAGE LIFESCI THAT ARISE OUT OF OR RELATE TO PAYMENTS THAT YOU AUTHORIZE OR ACCEPT ON OR THROUGH THE SITE OR ANY OF THE APPS, INCLUDING, WITHOUT LIMITATION, ALL FEES, PENALTIES, TAXES, AND DUTIES; AND TO BE RESPONSIBLE FOR ALL EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES AND COSTS) AND INTEREST INCURRED BY SAGE LIFESCI AND ITS SUCCESSORS AND ASSIGNS TO COLLECT ANY OVERDUE AMOUNTS.

 

11.5. Waiver of Claims; Unauthorized Payments. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO WAIVE ALL CLAIMS AGAINST SAGE LIFESCI RELATED TO PAYMENTS MADE BY YOU OR THROUGH YOUR ACCOUNT(S), REGARDLESS OF WHETHER THEY ARE AUTHORIZED OR UNAUTHORIZED. However, you may submit a claim of the unauthorized payment to Sage LifeSci, and Sage LifeSci will undertake a reasonable investigation of and, if Sage LifeSci deems appropriate, assist in correcting the alleged unauthorized payment, provided that such claim (“Unauthorized Payment Claim”) is received by Sage LifeSci within fifteen (15) days of the charge or payment. Each Unauthorized Payment Claim must be submitted to any one of the following:

By mail: Sage LifeSci, Inc., attn.: Site Administrator, 2268 Westborough Blvd. Suite 302 #273 South San Francisco, CA 94080, with a subject line of “Claim Concerning Unauthorized Payment.”

By e-mail: info@sagelifesci.com, with a subject line of “Claim Concerning Unauthorized Payment.”

For each Unauthorized Payment Claim, please state “Claim Concerning Unauthorized Payment” in the e-mail or letter subject line, and clearly state the following in the body:

  1. the date and approximate time of the subject transaction;

  2. the goods and services tendered or to be tendered under the subject transaction;

  3. the total monetary amount of the subject transaction;

  4. whether the subject transaction was made on or though the Site or an App, and, if on or through an App, the name and version of the App;

  5. the parties to the subject transaction, including buyer and seller;

  6. a detailed explanation for why you believe the charge or payment made under the subject transaction is unauthorized;

  7. the monetary amount of the subject transaction you believe is subject to a refund;

  8. your name, street address, city, state, zip code, and e-mail address; and

  9. whether you prefer to receive a response to your request by mail or e-mail.

 

If you send an Unauthorized Payment Claim by mail, then please do so by U.S. Certified Mail, Return Receipt Requested to allow for confirmation of mailing, delivery, and tracking. Sage LifeSci will not accept an Unauthorized Payment Claim via telephone or facsimile. Sage LifeSci is not responsible for any Unauthorized Payment Claim that is incomplete, incorrectly labeled, incorrectly sent, or untimely.

 

11.6. Accurate Payment Information. You represent and warrant to Sage LifeSci that any payment information you provide on through the Site and any of the Apps is current, complete, and accurate billing information; and that you will promptly notify Sage LifeSci if your payment information has changed (such as change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.

 

11.7. All Sales Final; No Refunds. UNLESS OTHERWISE EXPRESSLY STATED HEREIN, ALL PAYMENTS AND SALES MADE ON OR THROUGH THE SITE OR ANY OF THE APPS ARE FINAL, IRREVOCABLE, AND NOT SUBJECT TO OR ELIGIBLE FOR REFUND OR RETURN.

 

11.8. Modification of Payment Amounts. SAGE LIFESCI RESERVES THE RIGHT TO INCREASE OR DECREASE ANY CHARGES AND FEES, AND TO INSTITUTE NEW OR ADDITIONAL CHARGES OR FEES, AT ANY TIME, UPON REASONABLE ADVANCE NOTICE COMMUNICATED TO YOU IN WRITING OR ELECTRONICALLY (INCLUDING, WITHOUT LIMITATION, BY E-MAIL, OR BY POSTING A NOTICE ON THE SITE OR THE APPS, AS APPLICABLE, THAT THE FEES OR CHARGES FOR THE SITE OR APPS HAVE BEEN “UPDATED,” “SUPPLEMENTED,” “AMENDED,” “MODIFIED,” “INCREASED,” “DECREASED,” OR SIMILAR WORDS).

 

12. USER ACCOUNTS.

 

12.1. Registration. As explained further above, to secure the right to visit, access, and use the registration- or member-only sections, features, and services of the Site and certain of the Apps, you must register with the Site; and further acknowledge your acceptance of and agreement to this Agreement, as well as those additional terms, conditions, and policies referenced herein. Part of the registration process includes you setting up a user account with the Site, through which you should be able to visit, access, and use the registration- or member-only sections, features, and services of the Site and certain of the Apps. However, Sage LifeSci may terminate your user account at any time, for any or no reason, and without notice to you (including, without limitation, if Sage LifeSci believes that you have violated or acted inconsistently with this Agreement). Upon such termination, all rights granted to you hereunder shall automatically revert back to Sage LifeSci, and all representations, warranties, covenants, certifications, indemnifications, and promises made by you under this Agreement shall survive in perpetuity.

 

12.2. Protection of User Account Information; Indemnification. YOU AGREE THAT YOU SHALL TAKE ALL STEPS NECESSARY TO PROTECT YOUR USER ACCOUNT DETAILS AND ACCESS INFORMATION (INCLUDING YOUR USER OR LOGIN NAME AND PASSWORD); TO KEEP THEM SECRET; TO REFRAIN FROM GIVING THEM TO SOMEONE ELSE; AND TO REFRAIN FROM ALLOWING SOMEONE ELSE TO USE THEM. IF YOU FAIL TO COMPLY WITH ANY OF THE FOREGOING (WHETHER INTENTIONALLY OR UNINTENTIONALLY), THEN YOU ACCEPT FULL RESPONSIBILITY FOR THE CONSEQUENCES THEREOF (INCLUDING, WITHOUT LIMITATION, ANY UNAUTHORIZED CHARGES AND PAYMENTS, AND ANY UNAUTHORIZED CHANGES TO YOUR USER ACCOUNT INFORMATION AND SETTINGS), AND AGREE TO FULLY INDEMNIFY, RELEASE, HOLD HARMLESS, AND COMPENSATE SAGE LIFESCI FOR ANY LOSSES, HARM, OR CLAIMS THAT MAY RESULT.

 

13. USER CONTENT. Our Services may include interactive features and areas where you may submit, post, upload, publish, email, send or otherwise transmit content, including, but not limited to, text, images, photos, videos, sounds, augmented reality, virtual reality environments or features, software and other information and materials (collectively, “User Content”). Unless otherwise agreed to, we do not claim any ownership rights in or to your User Content. By submitting User Content through the Services, you grant sage lifesci a worldwide, irrevocable, perpetual (i.e. lasting forever), non-exclusive, transferable, royalty-free and fully sublicensable (i.e. we can grant this right to others) right to use, copy, display, store, adapt, publicly perform and distribute such User Content in connection with the Services. You irrevocably consent to any and all acts or omissions by us or persons authorized by us that may infringe any moral right (or analogous right) in your User Content.

 

You are solely responsible for the User Content you make available through the Services and you represent and warrant that (a) you either are the sole and exclusive rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to grant to sAGE lIFEScI the rights specified in this section; (b) the provision of your User Content, and our subsequent use of such User Content, will not infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (c) your User Content does not violate our community standards.

Sage lifeSci does not endorse or guarantee the opinions, views, advice, or recommendations posted or sent by users. sAGE LIFESCI has no responsibility or liability for User Content made available through the Services, and we have no obligation to screen, edit or monitor such content. However, we do reserve the right, and have absolute discretion, to remove, screen or edit User Content at any time and for any reason.

 

14. VIRTUAL GOODS AND CURRENCY.

 

14.1. Purchase and Sale of Virtual Goods. The registration- or member-only areas of the Site and/or certain of the Apps may include virtual goods which may be purchased or sold on or through the Site or Apps for use in them or portions thereof. All virtual goods sold on or through the Site or any of the Apps is subject to the payment provisions hereof. The purchase and sale of any such virtual goods is limited to persons who (a) agreed to the terms and conditions of this Agreement; (b) are current subscribers of the Site, and (c) are eighteen (18) years of age or older. Virtual Goods are not redeemable or subject to refund and cannot be traded outside of the Services for money or other items for value. We may modify or discontinue virtual items or in-game currency at any time.

 

14.2. Exchange of Virtual Currencies. The registration- or member-only areas of the Site and/or certain of the Apps may include virtual currencies which may be acquired on or through the Site or Apps for use in them or portions thereof via the exchange of real money for such virtual currencies. All virtual currencies exchanged or otherwise purchased on or through the Site or any of the Apps is subject to the payment provisions hereof. The exchange or otherwise purchase of any such virtual currencies is limited to persons who (a) agreed to the terms and conditions of this Agreement; (b) are current subscribers of the Site, and (c) are eighteen (18) years of age or older. Virtual currencies are not redeemable or subject to refund and cannot be traded outside of the Services for money or other items for value. We may modify or discontinue virtual items or in-game currency at any time.

 

14.3. Ownership and License of Virtual Goods and Virtual Currencies. You shall not have any rights, titles, or interests in or to any virtual goods or virtual currency which may be purchased, sold, or exchanged on or through the Site or Apps beyond that of a limited, personal, and freely-revocable license to use any virtual goods and virtual currencies that you purchase or exchange on or through the Site or Apps for the purpose Sage LifeSci intends for end users of such virtual goods and virtual currencies (e.g., if a virtual good is a player upgrade for a particular video game, then Sage LifeSci’s intended use of that virtual good by end users is merely to use it in said video game as it is designed). Transfers of virtual goods and virtual currencies are strictly prohibited except where expressly authorized within the associated Site or App(s).

 

14.4. Disclaimer. ALL VIRTUAL GOODS AND VIRTUAL CURRENCIES ARE TRANSACTED ON OR THROUGH THE SITE AND APPS AS FEATURES, PRODUCTS, AND/OR SERVICES OFFERED, SOLD, AND/OR LICENSED ON OR THROUGH THE SITE OR ANY OF THE APPS AND, THEREFORE, ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, AND OTHERWISE SUBJECT TO THE DISCLAIMER PROVISIONS HEREOF.

 

14.5. Forfeiture. ALL VIRTUAL GOODS AND VIRTUAL CURRENCIES WILL BE FORFEITED WITHOUT RECOURSE AND WITHOUT ANY REFUND OR OTHER COMPENSATION TO YOU IF YOUR SUBSCRIPTION OR USER ACCOUNT IS TERMINATED FOR ANY REASON, OR IF SAGE LIFESCI DISCONTINUES THE SITE OR ANY OF THE APPS, IN WHOLE OR IN PART, FOR ANY REASON.

15. REPRESENTATIONS AND WARRANTIES.

You represent, warrant, and covenant to Sage LifeSci that: (a) you are a natural person; (b) you have read this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state, or local laws, which may concern the Site, the Apps, their servers, or any information, communications, or content found on or through them; (g) you are the exclusive owner of all rights, titles, and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, rights of publicity, and rights of privacy), and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass, or disclose confidential, private, or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain links to material that is, profane, indecent, obscene, threatening, abusive, illegal, false, misleading, or any form of spam, malware, virus, bug, bot, spyware, or other malicious or tracking technology; (l) Sage LifeSci is not required to seek the permission of or compensate any third party(s) to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Sage LifeSci in connection with your access or use of the Site and the Apps is truthful and accurate; (o) you are eighteen (18) years of age or older; (p) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (q) you are not listed on any United States government list of prohibited or restricted parties.

 

16. DISCLAIMERS.

 

16.1. General Disclaimer. YOUR VISIT, ACCESS, OR USE OF THE SITE AND THE APPS IN ANY WAY IS DONE AT YOUR OWN RISK. THE SITE, THE APPS, AND ALL INFORMATION, COMMUNICATIONS, CONTENT, FEATURES, PRODUCTS, AND SERVICES OFFERED, SOLD, AND/OR LICENSED ON OR THROUGH THE SITE OR ANY OF THE APPS ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. SAGE LIFESCI DOES NOT MAKE, NOR HAS SAGE LIFESCI MADE, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER DIRECT OR INDIRECT, ORAL OR WRITTEN, OR EXPRESS OR IMPLIED) TO YOU WITH RESPECT TO THE SITE, THE APPS, OR ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT, FEATURES, PRODUCTS, OR SERVICES. SAGE LIFESCI EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD FAITH AND FAIR DEALING, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, AND PERFORMANCE), AND WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, AND USAGE IN TRADE WITH RESPECT TO THE SITE, THE APPS, AND SUCH INFORMATION, COMMUNICATIONS, CONTENT, FEATURES, PRODUCTS, AND SERVICES. SAGE LIFESCI DOES NOT MAKE, NOR HAS SAGE LIFESCI MADE, ANY AFFIRMATION OF FACT OR PROMISE RELATING TO THE SITE, THE APPS, OR ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT, FEATURES, PRODUCTS OR SERVICES THAT HAS BECOME ANY BASIS OF THIS BARGAIN. THERE ARE NO WARRANTIES (EXPRESS, IMPLIED OR OTHERWISE) THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

 

16.2. Disclaimer About Certain Information, Communications, and Content. ANY OPINIONS, ADVICE, STATEMENTS, OFFERS, OR OTHER INFORMATION, COMMUNICATIONS, OR CONTENT FOUND ON OR THROUGH THE SITE OR THE APPS ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND NOT NECESSARILY THOSE OF SAGE LIFESCI, AND, THUS, SHOULD NOT NECESSARILY BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF SUCH INFORMATION, COMMUNICATIONS, OR CONTENT. SAGE LIFESCI DOES NOT GUARANTEE, ADOPT, OR ENDORSE THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY SUCH INFORMATION OR CONTENT. SAGE LIFESCI IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT. UNDER NO CIRCUMSTANCES SHALL SAGE LIFESCI BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM OR IN CONNECTION WITH YOUR RELIANCE ON ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT.

 

16.3 disclaimer about content concerning biohazards and laboratory safety. ANY content concerning laboratory safety and biohazards INCLUDING, BUT NOT LIMITED TO BIOHAZARDOUS WASTE, CELL CULTURES, BACTERIAL, ETHANOL, SOLUTIONS, HAZARDOUS MATERIALS, REAGENTS FOR CELL CULTURE AND EXPERIMENTS, ANTIBIOTIC TREATED AGAR PLATES, BLOOD SERUM, AUTOCLAVED MATERIALS, HIGH HEAT CLEANING EQUIPMENT WITH STEAM, etc. on the website or apps is intended solely for research and information purposes. The Content is not intended to be a substitute for MEDICAL PROFESSIONAL ADVICE, Occupational Safety and Health Administration (OSHA) Standards and/or guidelines, national institue of health (NIH) oFFICE OF BIOTECHNOLOGY ACTIVITIES (OBA) RULES AND GUIDELINES, CLINICIAN ORDERS, OTHER professional advice, guidelines for laboratory safety, center for disease control guidelines for bio safety, The Current edition of Biosafety in Microbiological and Biomedical Laboratories (BMBL), pRIVATE COMPANY PROCEDURES AND GUIDELINES, UNIVERSITY laboratory SAFETY procedures, MEDICAL diagnosis, or treatment. UNDER NO CIRCUMSTANCES SHALL SAGE LIFESCI BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM OR IN CONNECTION WITH YOUR RELIANCE ON ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT.

 

17. LIMITATION OF LIABILITY.

IN NO EVENT SHALL SAGE LIFESCI OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, CONTRACTORS, SUB-CONTRACTORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, OR LICENSEES BE HELD LIABLE TO (OR BE OBLIGATED TO INDEMNIFY) YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LEGAL COSTS, ATTORNEY FEES, LOST PROFITS, REPLACEMENT COSTS, OR REPAIR COSTS) CAUSED BY OR ARISING FROM OR IN CONNECTION WITH: (A) YOUR ACCESS, INABILITY TO ACCESS, USE, OR INABILITY TO USE THE SITE OR ANY OF THE APPS; (B) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION; (C) ANY STATEMENTS, CONTENT, OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE SITE OR ANY OF THE APPS; (D) ANY HACKING, DENIAL OF SERVICE ATTACKS, DATA SECURITY BREACHES, OR OTHER THIRD-PARTY CONDUCT THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR COMPUTER(S), SOFTWARE PROGRAM(S), SOFTWARE FILE(S), MOBILE MEDIA, SUBSCRIPTIONS, OR USER ACCOUNTS; (E) ANY TRANSMISSION, DOWNLOAD, OR INFECTION OF ANY SOFTWARE, PROGRAM, PROCESS, DEVICE, APPLICATION, OR ROUTINE (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, ROBOTS, SCRAPERS, SPIDERS, VIRUSES, SPYWARE, AND MALWARE) THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR COMPUTER(S), SOFTWARE PROGRAM(S), SOFTWARE FILE(S), MOBILE MEDIA, SUBSCRIPTIONS, OR USER ACCOUNTS; OR (F) THE FACT THAT YOU HAVE RELIED ON ANY INFORMATION OR CONTENT FOUND ON THE SITE OR THROUGH ANY OF THE APPS. IF YOU ARE DISSATISFIED WITH THE SITE, THE APPS, OR ANY INFORMATION, COMMUNICATIONS, OR CONTENT FOUND ON OR THROUGH THEM, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR ACCESS AND USE OF THE SITE AND THE APPS.

 

18. RELEASE OF CLAIMS.

YOU HEREBY RELEASE AND HOLD HARMLESS SAGE LIFESCI AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS, TRANSFEREES, AND PERMITTED LICENSEES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVE AGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, DISPARAGEMENT, PERSONAL INJURY, PROPERTY DAMAGES, NEGLIGENCE, OR ANY OTHER LEGAL THEORY ARISING FROM OR IN CONNECTION WITH THE RIGHTS AND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT, THE USER MATERIALS, AND/OR ANY ELEMENTS, DERIVATIVES OR MARKETING OF THE FOREGOING. FURTHER, YOU WAIVE YOUR RIGHT TO, AND IN NO EVENT SHALL YOU SEEK TO, ENJOIN SAGE LIFESCI OR ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, CONTRACTORS, SUB-CONTRACTORS, REPRESENTATIVES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS, TRANSFEREES, OR PERMITTED LICENSEES, OR ANY EXERCISE OF THE RIGHTS OR PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE USER MATERIALS). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

 

19. INDEMNITY.

YOU HEREBY AGREE TO INDEMNIFY, RELEASE AND HOLD HARMLESS SAGE LIFESCI AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEYS’ FEES) INCURRED BY SUCH INDEMNITEES, OR ASSERTED AGAINST SUCH INDEMNITEES BY THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH ANY BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS, CERTIFICATIONS, INDEMNIFICATIONS, AND/OR PROMISES UNDER THIS AGREEMENT.

 

20. COPYRIGHT STATEMENT.

Sage LifeSci respects the copyrights of others, and prohibits users from uploading, posting, distributing, or otherwise transmitting any materials on the Site or Apps, or engaging in any activities on the Site or Apps, which violate the copyrights of others. The following procedures shall apply in the event that you or another person or entity alleges that the reproduction, public performance, public display, or other use a work found on the Site or any of the Apps infringes your copyright or the copyright of said person or entity. These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By visiting, accessing or using the Site, you are automatically agreeing to comply with the following procedures.

 

20.1. Takedown Notice. To report any materials on the Site or any of the Apps that violate the copyrights of others, you must send Sage LifeSci a written communication that includes substantially the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

To report any information location tools (e.g., hyperlinks) on the Site or any of the Apps that refer or link users to an online location containing infringing material or infringing activity, you must send Sage LifeSci a written communication that includes substantially the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

  3. Identification of the reference or link, to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link;

  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

20.2. Counter-Notice. If you believe that any material you have uploaded, posted, distributed or otherwise transmitted on the Site or any of the Apps has been removed by mistake or misidentification, and if you have the right to upload, post, distribute or otherwise transmit the material at issue, then you may send Sage LifeSci a written communication that includes substantially the following:

  1. A physical or electronic signature of the subscriber;

  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

  3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

  4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

 

20.3. Sage LifeSci’s Copyright Administrator. The foregoing written communications (i.e., the above-described takedown notice, and the above-described counter-notice) must be sent to the following agent of Sage LifeSci:

 

Michael C. Yee, Copyright Administrator, Sage LifeSci, Inc., 2268 Westborough Blvd. Suite 302 #273 South San Francisco, CA 94080 tel.: 650-392-5997.

e-mail: info@sagelifesci.com

 

20.4. Disclaimers. Sage LifeSci suggests that you consult with your attorney before you file any of the foregoing written communications (i.e., the above-described takedown notices, and the above-described counter-notice). A person who knowingly materially misrepresents that material found on the Site or any of the Apps is infringing or was removed from the Site or such App(s) by mistake or misidentification may expose himself/herself/itself to liability.

 

21. GOVERNING LAW.

This Agreement, those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the Site’s and the Apps’ Privacy Policy), and all disputes, controversies, and claims arising from or in connection with any of the foregoing, your access or use of the Site, the Apps, and/or any transactions made through the Site or Apps (whether grounded in contract, tort, statute, law, or equity), shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of California in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.

 

22. DISPUTE RESOLUTION.

A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings.  You and Sage LifeSci agree that any cause of action arising out of or related to the Service shall be heard under California law and must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

You hereby specifically acknowledge, agree and consent that you waive your right to a trial, by jury or otherwise, and that you agree that any suit, action, proceeding, dispute, controversy or claim (“Dispute”) arising out of or relating to this Terms of Service or any of the transactions contemplated herein or related to the Service or any contests or services thereon will be dealt with in accordance with the following procedures.  All parties shall first attempt to negotiate all Disputes informally for at least thirty (30) days before initiating any arbitration.  Such informal negotiations shall commence following the receipt of a notice in writing by one of the parties sent to the other.  Sage LifeSci will send its notice to your billing address, if provided, and email you a copy to the email address you have provided to us, if any.  You may send any notice to Sage LifeSci to the addresses listed below.

 

If the Dispute is not resolved through informal negotiations the Dispute shall be finally and exclusively resolved by binding arbitration before a sole arbitrator.  Such Dispute shall be arbitrated within thirty (30) days of the appointment of the arbitrator, unless the parties agree otherwise in writing.  If you are a resident of the United States, any arbitration will take place in the State of California where Sage LifeSci is located.  For residents outside the United States, any arbitration shall be initiated in the State of California using the English language in accordance with the Commercial Arbitration Rules and Procedures of the American Arbitration Association (“AAA”) then in effect, by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators.  The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by an arbitrator rather than a court.  The prevailing party in any arbitration or other proceeding arising under these Terms of Service shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.  Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.  Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.

 

The parties agree that any arbitration shall be limited to the Dispute between you and Sage LifeSci individually.  To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis and you agree to no class action as set forth below; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

If you have a dispute with another user of the Service, you release Sage LifeSci (and Sage LifeSci’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.  Sage LifeSci, at its sole discretion, may try to help resolve disputes between users; however it has no obligation to do so.

No Class Action Matters. YOU AND SAGE LIFESCI AGREE THAT WITH RESPECT TO ARBITRATION DISPUTES EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. All Disputes will be heard or arbitrated only on an individual basis and will not be joined or consolidated with any other claims or arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that the restriction set forth in this Section is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in the courts located within the State of California. Notwithstanding any other provision herein, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained in this “No Class Action Matters” section, are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

 

23. MISCELLANEOUS.

 

23.1. No Relationship. In no event shall this Agreement, or the performance of a Party’s rights or obligations under this Agreement, create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between the Parties.

 

23.2. Excused Performance. Sage LifeSci is hereby excused for any failure to perform under this Agreement to the extent that their respective performance is prevented by any reason outside of their reasonable control or that may be characterized as a force majeure event.

 

23.3. Assignment and Delegation. You shall not assign or delegate any of your rights or obligations under this Agreement without Sage LifeSci’s prior written consent.

 

23.4. Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit, or describe the scope, intent, terms or conditions of this Agreement.

 

23.5. Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by a court of law with binding authority, then the remaining terms and conditions shall not be affected, and the court shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

 

23.6. Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the Site’s and the Apps’ Privacy Policy constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof; supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter; and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

 

24. Additional terms for app store apps.

If you accessed or downloaded the App from the Apple Store, then you agree to use the App only: (a) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (b) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.

 

If you accessed or downloaded the App from any app store or distribution platform (like the Apple Store, Google Play, or Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:

These Terms are concluded between you and Sage LifeSci, and not with App Provider, and that, as between us and the App Provider, Sage LifeSci is solely responsible for the App.

 

App Provider has no obligation to furnish any maintenance and support services with respect to the App.

In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider, and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Sage LifeSci.

 

App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Sage LifeSci will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.

 

App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

You must also comply with all applicable third-party terms of service when using the App.

 

You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

24.2. Amended Scope of Limited License – The Apps. If you download, access, or use any of the Apps from or through any third party app provider, then the limited license granted to you hereunder with respect to such Apps (see section 5.2 above) is hereby amended to add the following restriction: you may not use such Apps on any device other than the device (e.g., Andriod, iPhone, iPod Touch, iPad) that you own or control, or in any manner that is contrary to that third parties Usage Rules.

 

25. CONTACT US.

Please direct any questions you may have about the Site, the Apps, or this Agreement to any one of the following:

 

By mail:            Sage LifeSci, Inc., attn.: Site Administrator, 2268 Westborough Blvd. Suite 302 #273 South                    San Francisco, CA 94080, with a subject line of “Website Question.”

 

By e-mail:         info@sagelifesci.com, with a subject line of “Website Question.”


The foregoing contact information may change from time-to-time by supplementation, amendment, or modification of this Agreement.

 

26. EFFECTIVE DATE.

The effective date of this Agreement is May 1, 2017.

This Agreement is updated as of May 23, 2018.

Contact Us
Our Address
Icon128x128SageLifeSciLogow.png

We are located in

South San Francisco, CA 94080.

info@sagelifesci.com

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